Isle of Man Company Restoration
We can restore an Isle of Man company after it has been struck off or dissolved from the Register by the Department of Enterprise, if your company was struck off in the last 12 years.
Isle of Man Companies are normally dissolved for failing to file their Annual Returns, in such cases the Registry uses its powers to dissolve the Company under Section 2738 of the Companies Act.
Under section 274 of the Isle of Man Companies Act 1931 and section 193 of the Companies Act 2006, assets and property of a dissolved company vests Bona Vacantia in the Treasury in trust for the Crown.
Isle of Man Company Restoration Fees and Penalties
All outstanding statutory filings will need to be brought up to date including the payment of any unpaid filing fees.
- Company Search – £120
- Isle of Man Registry restoration fee – £1185
- Legal fee with respect to the preparation of documents and filing the application to restore the company – £1500
- Newspaper advertising – 2 x £300
- Provision of new Registered Office inclusive of registered agent – £2000
- Review of all client due diligence documents – £200
- Our Assistance Fee to Restore an Isle of Man Company – £500
Typical filing fees and fines per outstanding Annual return:
- Filing of the overdue return – £180
- Government filing fee – £380
- Government late filing fine – £250
It would be usual for the Assessor’s Office to require confirmation that the company’s tax returns are brought up to date, which will mean the preparation of Financial Accounts and Tax Returns and there will also be late filing fines with respect to the tax returns.
Legal Costs & Expenses on Company Restoration
- obtain a company search
- obtaining and perusing relevant filings and various related documents
- drafting and completing the documents necessary for the application
- drafting the restoration order
- serving documents and communicating with on the Registrar of Companies
- advertisement if required
- filing the application with the Court if necessary
- attending court hearing
Disbursements or Expenses:
- outstanding filing fees on annual returns
- penalty for late filings and other penalties
- court filing fees
- filing fees to the Companies Registry on the restoration application
Restoration Requirements and Procedure
The process to restore will take around 3 months, as two sets of 30 day notices are required to be published in an Isle of Man newspaper.
In order for a struck off company to be restored by the IOM Registry the following fees must be paid:
- Pay all of the annual government fees it would have paid as if it had remained active
- Pay the government restoration fee to the IOM Registry
- Payment of all unpaid Registered Agent fees
When all the fees and penalties are paid, the Registrar shall restore the name of the company to the register and upon the restoration the company shall be deemed never to have been struck off.
The Company must not have been struck off or dissolved more than 12 years ago.
The application can be made by a:
- Director, who was in office when the Company was dissolved, or
- Registered shareholder
- Beneficial shareholder, if they are also a registered shareholder
The applicant must start the process by sending a notice that they are going to apply for the Restoration of the Company, to each director, secretary, shareholder and member of the company. The notice must also be published in one Isle of Man newspaper. The notice must state that: “the applicant proposes to apply to the Department of Economic Development to restore the company, unless written objection is made to the Department within one month of the date this notice is posted or published.”
We have to obtain written confirmation stating that they have no objection to the restoration of the company from the:
- Attorney General
- Assessor of Income Tax and
- Collector of Customs & Excise
The Assessor of Income Tax and the Collector of Customs & Excise will require all matters outstanding to be settled before issuing such confirmation.
We then complete, sign and lodge the form at the Registry together with the fee, copies of the letters and notice in and the original Government consents.
Once the application has been received, the Registry will publish a notice on its website stating an application has been lodged.
Assuming no objections are received within the 30 day notice period. the Department may issue a direction that the Company may be restored.
Where the outstanding returns, fees and penalties have not yet been submitted, the applicant will be required to bring outstanding annual returns and other corporate filings up to date. These will be required to be submitted to the Registry with the certified copy of the Direction to Restore.
Upon receipt of certified copy of the Direction to Restore and, if required, the outstanding corporate filings; the Companies Registry will restore the Company and the Company will be deemed to have continued in existence as though it had not been struck off or dissolved.
Isle of Man Companies Registry
Once the application has been accepted by the Companies Registry they will publish on there website a notice to the effect that an application for restoration has been received.
Should any objection be received, no Direction for Restoration will be made until either the objection is withdrawn, or the Department decides that the objection is without justification.
Once 30 days have passed since the notice was last published, and if no objection has been received, the Department may direct that the name of the company be restored to the register.
Transferring Registered Agent
A IOM company can only be restored by the registered agent on record or the agent must be changed to a new agent undertaking the company restoration, which we can organise.
Company Directors and Shareholders
When an IOM company is restored, the previous Directors, Company Secretary, Shareholders and Registered Office are automatically assumed to have continued and the Company will be deemed to have continued in existence as though it had not been struck off or dissolved.